As filed with the Securities and Exchange Commission on December 19, 2000
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
GEORGE C. BIEHL
Executive Vice President, Chief Financial Officer and Corporate Secretary
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. []
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. []
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Amount of
aggregate registration
Title of securities being registered offering price Fee (5)
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Debt Securities................................................................ (1) NA
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Preferred Stock (without par value)........................................ (1) (2) NA
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Depositary Shares............................................................ (1) (2) (3) NA
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Common Stock ($1 par value).............................................. (1) (4) NA
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Total............................................................................ $400,000,000 $105,600
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Securities Exchange Commission, acting pursuant to
said Section 8(a), may determine.
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(Footnotes from proceeding page)
(1) In no event will the aggregate maximum offering price of all securities
issued pursuant to this Registration Statement exceed $400,000,000 or, if
any Debt Securities are issued with original issue discount, such greater
amount as shall result in an aggregate offering price of $400,000,000. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder.
(2) Shares of Preferred Stock and Depositary Shares may be issuable upon
conversion of Debt Securities registered hereby.
(3) In the event Southwest Gas Corporation elects to offer to the public
fractional interests in shares of the Preferred Stock registered hereunder,
Depositary Receipts will be distributed to those persons purchasing such
fractional interests, and the shares of Preferred Stock will be issued to
the Depositary under any such Deposit Agreement.
(4) Shares of Common Stock may be issuable in primary offerings and upon
conversion of the Preferred Stock or Debt Securities registered hereby.
(5) Calculated pursuant to Rule 457 (o) of the rules and regulations under the
Securities Act of 1933, as amended.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated December 19, 2000
PROSPECTUS
$400,000,000
SOUTHWEST GAS CORPORATION
Debt Securities, Preferred Stock, Depositary Shares and Common Stock
We may offer and sell the securities from time to time in one or more
offerings. This prospectus provides you with a general description of the
securities we may offer.
Each time we sell securities we will provide a supplement to this
prospectus that contains specific information about the offering and the terms
of the securities. The supplement may also add, update or change information
contained in this prospectus. You should carefully read this prospectus and any
supplement before you invest in any of our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _____________.
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TABLE OF CONTENTS
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CAPTION PAGE
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ABOUT THIS PROSPECTUS 2
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FORWARD-LOOKING STATEMENTS 3
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WHERE YOU CAN FIND MORE INFORMATION 3
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SOUTHWEST GAS CORPORATION (SOUTHWEST) 5
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USE OF PROCEEDS 5
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RATIOS OF SOUTHWEST'S EARNINGS TO FIXED CHARGES 6
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DESCRIPTION OF DEBT SECURITIES 7
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DESCRIPTION OF SOUTHWEST'S COMMON, PREFERRED, AND PREFERENCE STOCK 16
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DESCRIPTION OF DEPOSITARY SHARES 19
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ANTI-TAKEOVER MATTERS 20
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PLAN OF DISTRIBUTION 21
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EXPERTS 23
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LEGAL MATTERS 23
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ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we
filed with the United States Securities and Exchange Commission, or the "SEC".
By using a shelf registration statement, we may sell up to $400,000,000 offering
price of any combination of the securities described in this prospectus from
time to time and in one or more offerings. This prospectus only provides you
with a general description of the securities that we may offer. Each time we
sell securities, we will provide a supplement to this prospectus that contains
specific information about the terms of the securities. The supplement may also
add, update or change information contained in this prospectus. Before
purchasing any securities, you should carefully read both this prospectus and
any supplement, together with the additional information described under the
heading "Where You Can Find More Information".
You should rely only on the information contained or incorporated by
reference in this prospectus and in any supplement. We have not authorized any
other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We will
not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in
this prospectus and the supplement to this prospectus is accurate as of the
dates on their covers. Our business, financial condition, results of operations
and prospects may have changed since that date.
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FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the
additional information described under the heading "Where You Can Find More
Information" may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject
to risks and uncertainties and are based on the beliefs and assumptions of our
management, based on information currently available to our management. When we
use words such as "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "should" or similar expressions, we are making forward-looking
statements. Forward-looking statements include the information concerning
possible or assumed future results of operations set forth under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our 1999 Annual Report on Form 10-K and our 1999 Quarterly
Reports on Form 10-Q incorporated by reference into this prospectus.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
value may differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine these results and values are
beyond our ability to control or predict. These statements are necessarily based
upon various assumptions involving judgements with respect to the future
including, among others, our ability to achieve revenue growth, national,
regional and local economic, competitive and regulatory conditions and
developments, technological developments, capital market conditions, inflation
rates, interest rates, energy markets, weather conditions, business and
regulatory or legal decisions, the pace of deregulation of retail natural gas
and electricity, the timing and extent of changes in commodity prices for oil,
natural gas and electricity, the timing and amount of rate relief, changes in
capital requirements and funding, and resolution of the pending litigation, all
of which are difficult to predict and many of which are beyond our control. You
are cautioned not to put undue reliance on any forward-looking statements. For
those statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
You should also consider any other factors contained in this prospectus
or in any accompanying supplement, including the information incorporated by
reference into this prospectus or into any accompanying supplement.
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
Southwest Gas Corporation (Southwest) files reports, proxy statements
and other information with the SEC. Information filed with the SEC by Southwest
can be inspected and copied at the Public Reference Room maintained by the SEC
and at the Regional Offices of the SEC as follows:
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Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room #1024 Suite #1300 500 W. Madison St., #1400
Washington, D.C. 20549 New York, NY 10048 Chicago, IL 60661-2511
----------------------- -------------------------- ---------------------------
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
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SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, such as Southwest, who file
electronically with the SEC. The address of that site is http://www.sec.gov.
Southwest's common stock is listed on the New York Stock Exchange
(NYSE: SWX) and the Pacific Stock Exchange (PSE: SWX), and reports, proxy
statements and other information concerning Southwest can also be inspected at
the offices of the New York Stock Exchange at 20 Broad Street, New York, New
York 10005 and at the offices of the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104. In addition, reports, proxy statements and
other information concerning Southwest can be inspected at its offices at 5241
Spring Mountain Road, Las Vegas, Nevada 89150.
This prospectus is part of a registration statement that we filed with
the SEC. The full registration statement may be obtained from the SEC or
Southwest, as indicated below. Forms of the indentures, and other documents
establishing the terms of the offered securities and the guarantees may be filed
as exhibits to the registration statement or in a current report on Form 8-K.
Statements in this prospectus about these documents are summaries. You should
refer to the actual documents for a more complete description of the relevant
matters.
INCORPORATION BY REFERENCE
The rules of the SEC allow us to "incorporate by reference" information
into this prospectus, which means that we can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. The prospectus incorporates by reference the
documents set forth below that have been previously filed with the SEC. These
documents contain important information about Southwest.
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SEC Filings Period
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Annual Report on Form 10-K Year Ended December 31, 1999
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Quarterly Reports on Form 10-Q For the Quarters ended March 31, 2000, June 30, 2000
and September 30, 2000
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Current Reports on Form 8-K Dated January 21, 2000 and February 3, 2000
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We are also incorporating by reference all additional documents that we
file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, between the date of the initial
filing of the registration statement of which this prospectus is a part and the
effectiveness of the registration statement, as well as between the date of this
prospectus and the termination of the offering of securities described in this
prospectus.
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Southwest will provide, without charge, to each person to whom a copy
of this prospectus has been delivered a copy of any and all of these filings.
You may request a copy of these filings by writing or telephoning us at:
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
Attention: Corporate Secretary
Telephone: (702) 876-7237
SOUTHWEST GAS CORPORATION
Southwest is a California corporation engaged in the business of
purchasing, transporting, and distributing natural gas in portions of Arizona,
Nevada and California. Our several service areas are geographically as well as
economically diverse. Southwest is the largest distributor in Arizona
distributing and transporting natural gas in most of southern, central and
northwestern Arizona. We are also the largest distributor and transporter of
natural gas in Nevada, and distribute and transport natural gas in portions of
California, including the Lake Tahoe area and the high desert and mountain areas
in San Bernardino County. Southwest also provides local gas distribution
companies with installation, replacement and maintenance services for
underground natural gas distribution systems, through Northern Pipeline
Construction Co., a wholly-owned subsidiary.
Southwest is subject to regulation by the Arizona Corporation
Commission, the Public Utilities Commission of Nevada, and the California Public
Utilities Commission (the "CPUC"). The CPUC regulates the issuance of all
securities by Southwest, with the exception of short-term borrowings. Certain of
Southwest's accounting practices, transmission facilities and rates are subject
to regulation by the Federal Energy Regulatory Commission.
Our administrative offices are located at 5241 Spring Mountain Road,
P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number (702) 876-7237.
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement, the
proceeds from the sale of offered securities will be used to retire indebtedness
and for general corporate purposes, including the acquisition of property for
the construction, completion, extension or improvement of pipeline systems and
facilities located in and around the communities Southwest serves.
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RATIOS OF SOUTHWEST'S EARNINGS TO FIXED CHARGES
The following table sets forth the ratios of Southwest's earnings to
fixed charges for (a) the continuing operations of Southwest and (b) the
continuing operations of Southwest adjusted for interest allocated to
discontinued operations.
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For the Twelve
Months Ended For the Year Ended December 31,
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September 30, 2000 1999 1998 1997 1996 1995
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Ratios of earnings to fixed charges (1):
Continuing operations . . . . . . . . . . 1.48 1.78 2.08 1.28 1.15 1.06
Adjusted for interest allocated to
discontinued operations . . . . . . . 1.48 1.78 2.08 1.28 1.15 1.05
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(1) For purposes of computing the ratios of earnings to fixed charges,
earnings are defined as the sum of pretax income from continuing
operations plus fixed charges. Fixed charges consist of all interest
expense including capitalized interest, one-third of rent expense
(which approximates the interest component of such expense) and
amortized debt costs.
The following table sets forth the ratios of Southwest's earnings to
fixed charges and preferred and preference stock dividends for (a) the
continuing operations of Southwest and (b) the continuing operations of
Southwest adjusted for interest allocated to discontinued operations.
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For the Twelve
Months Ended For the Year Ended December 31,
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September 30, 2000 1999 1998 1997 1996 1995
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Ratios of earnings to combined fixed charges and preferred and preference stock
dividends (2):
Continuing operations . . . . . . . . . . 1.48 1.78 2.08 1.28 1.15 1.05
Adjusted for interest allocated to
discontinued operations . . . . . . . 1.48 1.78 2.08 1.28 1.15 1.04
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(2) See Note 1 above. Preferred and preference stock dividends have been
adjusted to represent the pretax earnings necessary to cover such
dividend requirements.
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth the general terms and provisions
of the debt securities that Southwest may offer by this prospectus. The
indebtedness represented by the senior debt securities will rank equally with
all other unsecured and unsubordinated debt.
The indenture gives us broad authority to set the particular terms of
each series of debt securities, including the right to modify certain of the
terms contained in the indenture. The particular terms of a series of debt
securities and the extent, if any, to which the particular terms of the issue
modify the terms of the indenture will be described in the prospectus supplement
relating to the debt securities.
The indenture contains the full legal text of the matters described in
this section. Because this section is a summary, it does not describe every
aspect of the debt securities or the applicable indenture. This summary is
subject to and qualified in its entirety by reference to all the provisions of
the indenture, including definitions of terms used in the indenture. We also
include references in parentheses to certain sections of the indenture. Whenever
we refer to particular sections or defined terms of the indentures in this
prospectus or in a prospectus supplement, these sections or defined terms are
incorporated by reference herein or in the prospectus supplement. This summary
also is subject to and qualified by reference to the description of the
particular terms of the debt securities described in the applicable prospectus
supplement or supplements.
GENERAL
We may issue an unlimited amount of debt securities under the indenture
in one or more series. We need not issue all debt securities of one series at
the same time and, unless otherwise provided, we may reopen a series, without
the consent of the holders of the debt securities of that series, for issuances
of additional debt securities of that series. The debt securities of Southwest
will be unsecured obligations.
Prior to the issuance of each series of debt securities, the terms of
the particular securities will be specified in a supplemental indenture
(including any pricing supplement) and a board resolution or in one or more
officer's certificates pursuant to a supplemental indenture or a board
resolution. We refer you to the applicable prospectus supplement for a
description of the following terms of the series of debt securities:
a) the title of the debt securities;
b) any limit upon the principal amount of the debt securities;
c) the date or dates on which principal will be payable or how to
determine the dates;
d) the rate or rates or method of determination of interest; the date from
which interest will accrue; the dates on which interest will be
payable, which we refer to as the "interest payment dates;" and any
record dates for the interest payable on the interest payment dates;
e) any obligation or option to redeem, purchase or repay debt securities,
or any option of the registered holder to require Southwest to redeem
or repurchase debt securities, and the terms and conditions upon which
the debt securities will be redeemed, purchased or repaid;
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f) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
g) whether the debt securities are to be issued in whole or in part in the
form of one or more global debt securities and, if so, the identity of
the depositary for the global debt securities;
h) whether the debt securities are to be issued in whole or in part in
bearer form and, if so, the terms and conditions for the payment of
interest;
i) the opportunity to convert or exchange debt securities to common stock,
preferred stock or other debt securities; and
j) any other terms of the debt securities.
(See Section 301.)
PAYMENT OF DEBT SECURITIES
INTEREST
Unless indicated differently in a prospectus supplement, we will pay
interest on the debt security on each interest payment date by check mailed
and/or wire transferred to the person in whose name the debt security is
registered as of the close of business on the regular record date relating to
the interest payment date, except that interest payable at stated maturity, upon
redemption or otherwise, will be paid to the person to whom principal is paid.
However, if we default in paying interest on a debt security, we will
pay defaulted interest in either of the two following ways:
a) We will first propose to the trustee a payment date for the defaulted
interest. Next, the trustee will choose a special record date for
determining which registered holders are entitled to the payment. The
special record date will be between 10 and 15 days before the payment
date we propose. Finally, we will pay the defaulted interest on the
payment date to the registered holder of the debt security as of the
close of business on the special record date.
b) Alternatively, we can propose to the trustee any other lawful manner of
payment that is consistent with the requirement of any securities
exchange on which the debt securities are listed for trading. If the
trustee thinks the proposal is practicable, payment will be made as
proposed.
(See Section 307.)
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PRINCIPAL
Unless we indicate differently in a prospectus settlement, we will pay
principal of and any premium and interest on the debt securities at stated
maturity, upon redemption or otherwise, upon presentation of the debt securities
at the office of the trustee, as our paying agent. Any other paying agent
initially designated for the debt securities of a particular series will be
named in the applicable prospectus supplement.
In our discretion, we may change the place of payment on the debt
securities, and may remove any paying agent and may appoint one or more
additional paying agents. (See Section 1002.)
FORM; TRANSFERS; EXCHANGES
The debt securities will be issued in fully registered, bearer, coupon
or global form and in denominations that are even multiples of $1,000, unless
otherwise provided in a prospectus supplement.
You may exchange or transfer debt securities at the office of the
trustee. The trustee acts as our agent for registering debt securities in the
names of holders and transferring debt securities. We may appoint another agent
or act as our own agent for this purpose. The entity performing the role of
maintaining the list of registered holders is called the "security registrar."
It will also perform transfers.
In our discretion, we may change the place for registration of transfer
of the debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be
no service charge for any transfer or exchange of the debt securities, but you
may be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for redemption
in whole or in part, except the unredeemed portion of any debt security being
redeemed in part. (See Section 305.)
GLOBAL SECURITIES
The debt securities may be issued in the form of one or more global
securities that will be deposited with a depositary identified in the applicable
prospectus supplement. Under this arrangement, the depositary will hold the
certificate for the debt securities and establish a book-entry registration and
transfer system to cover the beneficial ownership of the debt securities. The
book entry registration and transfer system is designed to eliminate the need to
hold individual certificates representing the debt securities and ease the
transfer and exchanges of interests, without affecting the rights and interests
you may have as an owner of an interest in the debt securities. The specific
terms of the depositary arrangement with respect to any debt securities to be
issued in global form will be described in the applicable prospectus supplement.
REDEMPTION
We will set forth any terms for the redemption of debt securities in a
prospectus supplement. Unless we indicate differently in a prospectus
supplement, and except with respect to debt securities redeemable at the option
of the registered holder, debt securities will be redeemable upon notice by mail
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between 30 and 60 days prior to the redemption date. If less than all of the
debt securities of any series or any part of a series are to be redeemed, the
trustee will select the debt securities to be redeemed. In the absence of any
provision for selection, the trustee will choose a method of random selection it
deems fair and appropriate. (See Sections 1102, 1103 and 1104.)
Debt securities will cease to bear interest on the redemption date. We
will pay the redemption price and any accrued interest once you surrender the
debt security for redemption. (See Section 1105.) If only part of a debt
security is redeemed, the trustee will deliver to you a new debt security of the
same series for the remaining portion without charge. (See Section 1107.)
We may make any redemption conditional upon the receipt by the paying
agent, on or prior to the date fixed for redemption, of money sufficient to pay
the redemption price. If the paying agent has not received the money by the date
fixed for redemption, we will not be required to redeem the debt securities.
(See Section 1106.)
EVENTS OF DEFAULT
An "event of default" occurs with respect to debt securities of any
series if:
(a) we do not pay any interest on any debt securities of the applicable
series within 30 days of the due date;
(b) we do not pay principal or premium on any debt securities of the
applicable series on its due date;
(c) we do not pay any sinking fund payments, when due, on any debt
securities of the applicable series;
(d) we remain in breach of a covenant or warranty (excluding covenants
and warranties solely applicable to a specific series) of the indenture
for 60 days after we receive a written notice of default stating we are
in breach and requiring remedy of the breach; the notice must be sent
by either the trustee or registered holders of 25% of the principal
amount of debt securities of the applicable series;
(e) we do not pay any portion of the principal of any other debt,
including debt securities of any other series, with the principal
amount outstanding of at least $15,000,000, when due and payable, for
ten business days after we have received written notice of the default
stating we are in breach and requiring remedy of the breach; notice
must be sent by either the trustee or registered holders of 25% of the
principal amount of debt securities of the applicable series;
(f) file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
(g) any other event of default specified in the prospectus supplement
occurs.
(See Section 501.)
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No event of default with respect to a series of debt securities
necessarily constitutes an event of default with respect to the debt securities
of any other series issued under the indenture.
REMEDIES
ACCELERATION
If an event of default occurs and is continuing with respect to any
series of debt securities, then either the trustee or the registered holders of
25% in principal amount of the outstanding debt securities of that series may
declare the principal amount of all of the debt securities of that series to be
due and payable immediately. (See Section 502.)
RESCISSION OF ACCELERATION
After the declaration of acceleration has been made and before the
trustee has obtained a judgment or decree for payment of the money due, the
declaration and its consequences will be rescinded and annulled, if:
(a) we pay or deposit with the trustee a sum sufficient to pay:
(1) all overdue interest;
(2) the principal of and any premium which have become
due otherwise than by the declaration of acceleration
and overdue interest on these amounts;
(3) interest on overdue interest to the extent lawful;
(4) all amounts due to the trustee under the indenture;
and
(b) all events of default, other than the nonpayment of the
principal which has become due solely by the declaration of
acceleration, have been cured or waived as provided in the
indenture.
(See Section 502.)
For more information as to waiver of defaults, see "Waiver of Default
and of Compliance" below.
CONTROL BY REGISTERED HOLDERS; LIMITATIONS
Subject to the indenture, if an event of default with respect to the
debt securities of any one series occurs and is continuing, the registered
holders of a majority in the principal amount of the outstanding debt securities
of that series will have the right to:
(a) direct the time, method and place of conducting any proceeding
for any remedy available to the trustee; or
(b) exercise any trust or power conferred on the trustee with
respect to the debt securities of the series.
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(c) the registered holders' directions will not conflict with any
law or the indenture; and
(d) the registered holders' directions may not involve the trustee
in personal liability where the trustee believes indemnity is
not adequate.
The trustee may also take any other action it deems proper which is
consistent with the registered holders' direction. (See Sections 512 and 603.)
In addition, the indenture provides that no registered holder of any
debt security will have any right to institute any proceeding, judicial or
otherwise, with respect to the indenture for the appointment of a receiver or
for any other remedy thereunder unless:
(a) that registered holder has previously given the trustee
written notice of a continuing event of default;
(b) the registered holders of 25% in aggregate principal amount of
the outstanding debt securities of all affected series,
considered as one class, have made written request to the
trustee to institute proceedings in respect of that event of
default;
(c) the registered holders have offered the trustee reasonable
indemnity against costs and liabilities incurred in complying
with the request; and
(d) for 60 days after receipt of the notice, the trustee has
failed to institute a proceeding and no direction inconsistent
with the request has been given to the trustee during the
60-day period by the registered holders of a majority in
aggregate principal amount of outstanding debt securities of
the affected series.
Furthermore, no registered holder will be entitled to institute any
action if and to the extent that the action would disturb or prejudice the
rights of other registered holders. (See Section 507.)
However, each registered holder has an absolute and unconditional right
to receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
NOTICE OF DEFAULT
The trustee is required to give the registered holders of the debt
securities notice of any default under the indenture to the extent required by
the Trust Indenture Act, unless the default has been cured or waived; except
that in the case of an event of default of the character specified above in
clause (d) under "Events of Default," no notice shall be given to the registered
holders until at least 30 days after the occurrence thereof. (See Section 602.)
The Trust Indenture Act currently permits the trustee to withhold notices of
default (except for certain payment defaults) if the trustee in good faith
determines the withholding of the notice to be in the interest of the registered
holders.
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We will furnish the trustee with an annual statement as to the
compliance by Southwest with the conditions and covenants in the indenture.
(See Section 1004.)
WAIVER OF DEFAULT AND OF COMPLIANCE
The registered holders of a majority in aggregate principal amount of
the outstanding debt securities of any series may waive, on behalf of the
registered holders of all debt securities of the series, any past default under
the indenture, except a default in the payment of principal, premium or
interest, or with respect to compliance with certain provisions of the indenture
that cannot be amended without the consent of the registered holder of each
outstanding debt security. (See Section 513.)
Compliance with certain covenants in the indenture or otherwise
provided with respect to debt securities may be waived by the registered holders
of a majority in aggregate principal amount of the affected debt securities,
considered as one class. (See Section 513.)
CONSOLIDATION, MERGER AND CONVEYANCE OF ASSETS AS AN ENTIRETY;
NO FINANCIAL COVENANTS
Subject to the provisions described in the next paragraph, Southwest
will preserve its corporate existence. (See Section 1005.)
Southwest has agreed not to consolidate with or merge into any other
entity, or to convey, transfer or lease its properties and assets substantially
as an entirety to any entity, unless:
(a) the entity formed by the consolidation or into which Southwest
is merged, or the entity which acquires or which leases the
property and assets of Southwest substantially as an entirety,
is an entity organized and existing under the laws of the
United States of America or any State thereof or the District
of Columbia, and expressly assumes, by supplemental indenture,
the due and punctual payment of the principal, premium and
interest on all the outstanding debt securities (or the debt
securities guarantees endorsed thereon, as the case may be)
and the performance of all of the covenants of Southwest as
the case may be, under the indenture; and
(b) immediately after giving effect to the transactions, no event
of default, and no event which after notice or lapse of time
or both would become an event of default, will have occurred
and be continuing.
(See Section 801.)
The indenture does not contain any financial or other similar
restrictive covenants. Any such covenants with respect to any particular series
of debt securities will be set forth in the applicable prospectus supplement.
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MODIFICATION OF INDENTURE
WITHOUT REGISTERED HOLDER CONSENT
Without the consent of any registered holders of debt securities, we
and the applicable trustee may enter into one or more supplemental indentures
for any of the following purposes:
(a) to evidence the succession of another entity to Southwest; or
(b) to add one or more covenants of Southwest or other provisions
for the benefit of the registered holders of all or any series
of debt securities, or to surrender any right or power
conferred upon Southwest; or
(c) to add any additional events of default for all or any series
of debt securities; or
(d) to change or eliminate any provision of the indenture or to
add any new provision to the indenture provided that such
change, elimination or addition does not effect any
outstanding security; or
(e) to establish the form or terms of debt securities of any
series as permitted by the indenture; or
(f) to add to or change any of the provisions with respect to
bearer securities, provided that such action will not
adversely affect the holders of such securities; or
(g) to evidence and provide for the acceptance of appointment of a
successor trustee; or
(h) to cure any ambiguity or inconsistency or to make any other
changes that do not adversely affect the interests of the
registered holders in any material respects.
(See Section 901.)
If the Trust Indenture Act is amended after the date of the indenture
so as to require changes to the indenture or the elimination of provisions
which, at the date of the indenture or at any time thereafter, were required by
the Trust Indenture Act to be contained in the indenture, the indenture will be
deemed to have been amended so as to conform to the amendment or to effect the
changes or elimination, and Southwest and the applicable trustee may, without
the consent of any registered holders, enter into one or more supplemental
indentures to effect or evidence the amendment. (See Section 107.)
WITH REGISTERED HOLDER CONSENT
We and the trustee may, with some exceptions, amend or modify any
indenture with the consent of the registered holders of at least a majority in
aggregate principal amount of the debt securities of all series affected by the
amendment or modification. However, no amendment or modification may, without
the consent of the registered holder of each outstanding debt security directly
affected thereby:
(a) change the stated maturity of the principal or interest on any
debt security (other than pursuant to the terms thereof), or
reduce the principal amount, interest or premium payable or
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<PAGE>
change the currency in which any debt security is payable,
impair the right to bring suit to enforce any payment, or
modify the provisions of this Indenture with respect to
conversion or exchange in a manner adverse to the holders;
(b) reduce the percentages of registered holders whose consent is
required for any supplemental indenture or waiver; or
(c) modify certain of the provisions in the indenture relating to
supplemental indentures.
A supplemental indenture which changes or eliminates any provision of
the indenture expressly included solely for the benefit of registered holders of
debt securities of one or more particular series will be deemed not to affect
the rights under the indenture of the registered holders of debt securities of
any other series. (See Section 902.)
MISCELLANEOUS PROVISIONS
The indenture provides that certain debt securities, including those
for which payment or redemption money have been deposited or set aside in trust
as described under "Defeasance and Covenant Defeasance" below, will not be
deemed to be "outstanding" in determining whether the registered holders of the
requisite principal amount of the outstanding debt securities have given or
taken any demand, direction, consent or other action under the indenture as of
any date, or are present at a meeting of registered holders for quorum purposes.
(See Section 101.)
We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the indenture, in the manner and subject to the limitations provided in the
indenture. In certain circumstances, the trustee also will be entitled to set a
record date for action by registered holders. If a record date is set for any
action to be taken by registered holders of particular debt securities, the
action may be taken only by persons who are registered holders of the respective
debt securities on the record date. (See Section 104.)
DEFEASANCE AND COVENANT DEFEASANCE
The indenture provides, unless the terms of the particular series of
debt securities provide otherwise, that we may, upon satisfying several
conditions, cause ourselves to be:
(a) discharged from our obligations, with some exceptions, with
respect to any series of debt securities, which we refer
to as "defeasance" (See Section 1301); and
(b) released from our obligations under certain covenants with
respect to any series of debt securities, which we refer to as
"covenant defeasance". (See Section 1302.)
One condition we must satisfy is the irrevocable deposit with the
trustee, in trust, of money and/or government obligations which, through the
scheduled payment of principal and interest on those obligations, would provide
sufficient funds to pay the principal of and any premium and interest on those
debt securities on the maturity dates of the payment or upon redemption. (See
Section 1304(1).)
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The indenture permits defeasance with respect to any series of debt
securities even if a prior covenant defeasance has occurred with respect to the
debt securities of that series. Following a defeasance, payment of the debt
securities defeased may not be accelerated because of an event of default.
Following a covenant defeasance, payment of the debt securities may not be
accelerated by reference to the covenants described in the description of
covenant defeasance above. However, if such an acceleration were to occur, the
realizable value at the acceleration date of the money and government
obligations in the defeasance trust could be less than the principal and
interest then due on the respective debt securities, since the required deposit
in the defeasance trust would be based upon scheduled cash flows rather than
market value, which would vary depending upon interest rates and other factors.
Under current United States federal income tax law, the defeasance
contemplated in the preceding paragraphs would be treated as an exchange of the
relevant debt securities in which holders of the debt securities might recognize
gain or loss. In addition, the amount, timing and character of amounts that
holders would be required thereafter to include in income might be different
from that which would be includable in the absence of such defeasance.
Prospective investors are urged to consult their own tax advisors as to the
specific consequences of a defeasance, including the applicability and effect of
tax laws other than United States federal income tax laws.
Under current United States federal income tax laws, unless accompanied
by other changes in the terms of the debt securities, covenant defeasance should
not be treated as a taxable exchange.
RESIGNATION AND REMOVAL OF THE TRUSTEE; DEEMED RESIGNATION
The trustee may resign at any time by giving written notice to us.
The trustee may also be removed by act of the registered holders of a
majority in principal amount of the then outstanding debt securities of any
series.
No resignation or removal of the trustee and no appointment of a
successor trustee will become effective until the acceptance of appointment by a
successor trustee in accordance with the requirements of the indenture. (See
Section 610.)
Under certain circumstances, we may appoint a successor trustee and if
the successor accepts, the trustee will be deemed to have resigned.
GOVERNING LAW
Each indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of New York. (See
Section 112.)
DESCRIPTION OF SOUTHWEST'S
COMMON, PREFERRED AND PREFERENCE STOCK
The following description of Southwest's common stock, preferred stock,
and preference stock is only a summary and is qualified in its entirety by
reference to the articles of incorporation and bylaws of Southwest. Therefore,
you should read carefully the more detailed provisions of Southwest's Restated
Articles of Incorporation, as amended, Amended Bylaws, and Amended and Restated
Rights Agreement, dated February 9, 1999, between Southwest and The Bank of New
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York, as rights agent, copies of which are incorporated by reference as exhibits
to the registration statement of which this prospectus is a part.
GENERAL
The authorized capital stock of Southwest consists of (1) 45,000,000
shares of Southwest common stock, with a $1.00 par value, (2) 5,000,000 shares
of preferred stock, without par value, and (3) 2,000,000 shares of preference
stock with a $20.00 par value. As of September 30, 2000, there were issued and
outstanding 31,529,907 shares of Southwest common stock and no shares of
Southwest preferred stock. All preference stock is reserved for issuance under
the terms of Southwest's Amended and Restated Rights Agreement. No other classes
of capital stock are authorized under the Southwest Restated Articles of
Incorporation, as amended.
COMMON STOCK
The holders of Southwest common stock are entitled to receive such
dividends as the Southwest board of directors may from time to time declare,
subject to any rights of holders of outstanding shares of Southwest preferred
and preference stock. Except as otherwise provided by law, each holder of common
stock is entitled to one vote per share on each matter submitted to a vote of a
meeting of shareholders, subject to cumulative voting rights with respect to the
election of directors and any class or series voting rights of holders of
preferred and preference stock.
In the event of any liquidation, dissolution or winding up of
Southwest, whether voluntary or involuntary, the holders of shares of Southwest
common stock, subject to any rights of the holders of outstanding shares of
Southwest preferred or preference stock, are entitled to receive any remaining
assets of Southwest after the discharge of its liabilities.
Holders of Southwest common stock are not entitled to preemptive rights
to subscribe for or purchase any part of any new or additional issue of stock or
securities convertible into stock. Southwest common stock does not contain any
redemption provisions or conversion rights and is not liable to assessment or
further call.
Each outstanding share of Southwest common stock is accompanied by a
right to purchase one one-hundredth of a share of preference stock, with $20.00
par value, of Southwest at a price of $45.00 per right, subject to certain
anti-dilution adjustments. The Southwest board of directors has reserved all of
the shares of such stock for issuance upon exercise of the rights, as more fully
discussed below under the heading "-- Shareholder Rights Plan."
Southwest is the registrar and transfer agent for its common stock.
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PREFERRED STOCK
The Southwest board of directors is authorized, pursuant to the
Southwest articles of incorporation, to issue up to 5,000,000 shares of
Southwest preferred stock in one or more series and to fix and determine the
number of shares of preferred stock of any series, to determine the designation
of any such series, to increase or decrease the number of shares of any such
series subsequent to the issue of shares of that series, and to determine or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any such series. Currently there are no shares of Southwest preferred stock
outstanding.
Prior to the issuance of shares of each series of preferred stock, the
board of directors is required to adopt resolutions and file a certificate of
determination with the Secretary of State of the State of California. The
certificate of determination will fix for each series the designation and number
of shares and the rights, preferences, privileges and restrictions of the shares
including, but not limited to, the following:
(a) the title and stated value of the preferred stock;
(b) voting rights, if any, of the preferred stock;
(c) any rights and terms of redemption (including sinking fund
provisions);
(d) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation applicable to the preferred stock;
(e) whether dividends are cumulative or non-cumulative, and if
cumulative, the date from which dividends on the preferred
stock will accumulate;
(f) the relative ranking and preferences of the preferred stock as
to dividend rights and rights upon the liquidation,
dissolution or winding up of our affairs;
(g) the terms and conditions, if applicable, upon which the
preferred stock will be convertible into common stock or
another series of preferred stock, including the conversion
price (or manner of calculation) and conversion period;
(h) the provision for redemption, if applicable, of the preferred
stock;
(i) the provisions for a sinking fund, if any, for the preferred
stock;
(j) liquidation preferences;
(k) any limitations on the issuance of any class or series of
preferred stock ranking senior to or on a parity with the
class or series of preferred stock as to dividend rights and
rights upon liquidation, dissolution or winding up of our
affairs; and
(l) any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
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In addition to the terms listed above, we will set forth in a
prospectus supplement the following terms relating to the class or series of
preferred stock being offered:
(a) the number of shares of the preferred stock offered, the
liquidation preference per share and the offering price of
the preferred stock;
(b) the procedures for any auction and remarketing, if any, for
the preferred stock;
(c) any listing of the preferred stock on any securities exchange;
and
(d) a discussion of any material and/or special United States
federal income tax considerations applicable to the
preferred stock.
RANK
Unless we specify otherwise in the applicable prospectus supplement,
the preferred stock will rank, with respect to dividends and upon our
liquidation, dissolution or winding up:
(a) senior to all classes or series of our common stock and to all
of our equity securities ranking junior to the preferred
stock;
(b) on a parity with all of our equity securities the terms of
which specifically provide that the equity securities rank on
a parity with the preferred stock; and
(c) junior to all of our equity securities the terms of which
specifically provide that the equity securities rank senior to
the preferred stock.
Unless otherwise indicated in a prospectus supplement, Southwest will
be the transfer agent, dividend and redemption price disbursement agent, and
registrar for each series of preferred stock.
DESCRIPTION OF DEPOSITARY SHARES
The following description of depositary shares is only a summary and is
qualified by any prospectus supplement and deposit agreement and depositary
receipt used in connection with the issuance of each series of preferred stock
issued through the use of depositary shares. Therefore, you should read
carefully the more detailed description that would be contained in any
applicable prospectus supplement and form of deposit agreement and depositary
receipt, copies of which are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part.
Southwest may offer fractional shares of preferred stock by issuing
receipts for depositary shares. The shares of any series of preferred stock
represented by depositary shares will be deposited with a bank or trust company
and the holders will be issued a depositary receipt entitling them, in
proportion to the fraction of a share the receipt represents, to all the rights
and preferences of the preferred stock, as more fully described above under the
heading "Description of Southwest's Common, Preferred, and Preference Stock --
Preferred Stock."
The bank or trust company that will be the depositary will function as
the intermediary between Southwest and the holders of the depositary receipts.
Dividends and other distributions will be provided to the depositary for
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ultimate distribution to the holders. Redemption of the depositary shares and
voting the underlying preferred stock will also be coordinated through the
depositary. Holders will have the right to surrender their depositary receipts
to the depositary and be entitled to receive whole shares of preferred stock
that are represented by such receipts. Though the preferred stock will continue
to have all of the rights and preferences, there may be no market opportunity to
trade such stock and once withdrawn from the depositary, it may not be
redeposited.
Southwest will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangement.
Southwest will also pay charges of the depositary in connection with the initial
deposit of the preferred stock and the initial issuance of the depositary
receipts, any redemption of the preferred stock and any withdrawal of preferred
stock by the holder of the depositary shares. Holders will pay other transfer
and other taxes and governmental charges and such other charges specifically
provided in the deposit agreement for their individual accounts.
ANTI-TAKEOVER MATTERS
SHAREHOLDER RIGHTS PLAN
On March 5, 1996, the Southwest board of directors adopted a
shareholders rights plan providing the right to purchase one one-hundredth of a
share of preference stock. The description and terms of the rights are set forth
in the amended and Restated Rights Agreement, dated as of February 9, 1999, by
and between Southwest and The Bank of New York (successor to Harris Trust
Company), as rights agent. The purchase rights have an anti-takeover effect that
is intended to discourage coercive or unfair takeover tactics and to encourage
any potential acquirer to negotiate a fair price to all Southwest shareholders.
The purchase rights may cause substantial dilution to any party that may attempt
to acquire Southwest on terms not approved by the Southwest board of directors.
However, the purchase rights are structured in a way so as not to interfere with
any negotiated merger or other business combination. The rights will expire on
April 15, 2006. Until a right is exercised, the holder of the right will have no
rights as a shareholder of Southwest beyond those rights afforded to existing
shareholders, including the right to vote or to receive dividends.
The rights are designed to assure that all of Southwest's shareholders
receive fair and equal treatment in the event of any proposed takeover of
Southwest and to guard against partial tender offers, open market accumulations
and other abusive tactics that may be deployed to gain control of Southwest
without a control premium paid to all shareholders. Any time prior to the first
date that a person or group has become an "acquiring person" as defined in the
rights agreement, the rights should not interfere with any merger or other
business combination as long as it is approved by the Southwest board of
directors.
OTHER ANTI-TAKEOVER PROVISIONS
The Southwest Restated Articles of Incorporation, as amended and
Amended Bylaws contain provisions that may have the effect of discouraging
persons from acquiring large blocks of Southwest stock or delaying or preventing
a change in control of Southwest. The material provisions which may have such an
effect are:
(a) provisions requiring a super-majority vote by shareholders of
common stock in order to approve certain types of business
combinations;
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(b) a provision permitting the Southwest board of directors to
make, amend or repeal the Southwest bylaws;
(c) authorization for the Southwest board of directors to issue
preferred stock in series and to fix rights and preferences of
the series (including, among other things, whether, and to
what extent, the shares of any series will have voting rights
and the extent of the preferences of the shares of any series
with respect to dividends and other matters);
(d) advance notice procedures with respect to nominations of
directors or proposals other than those adopted or recommended
by the Southwest board of directors; and
(e) provisions permitting amendment of certain of these provisions
only by an affirmative vote of the holders of at least 65
percent of the outstanding shares of Southwest common stock
entitled to vote.
Some acquisitions of Southwest's outstanding voting shares would also
require approval of the SEC under the Public Utility Holding Company Act of 1935
and of various state regulatory authorities.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to
time in one or more transactions:
(a) to purchasers directly;
(b) to underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
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DIRECT SALES
We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the Securities
Act with respect to any resale of the securities. A prospectus supplement will
describe the terms of any sale of securities we are offering hereunder.
TO UNDERWRITERS
The applicable prospectus supplement will name any underwriter involved
in a sale of securities. Underwriters may offer and sell securities at a fixed
price or prices, which may be changed, or from time to time at market prices or
at negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of securities for
whom they may act as agent.
Underwriters may sell securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions (which may be changed from
time to time) from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations
of any underwriters to purchase securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the securities
if any are purchased.
THROUGH AGENTS AND DEALERS
We will name any agent involved in a sale of securities, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be acting
on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities being offered
pursuant to their prospectus, we will sell the securities to the dealer, as
principal. The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale.
DELAYED DELIVERY CONTRACTS
If we so specify in the applicable prospectus supplement, we will
authorize underwriters, dealers and agents to solicit offers by certain
institutions to purchase the securities pursuant to contracts providing for
payment and delivery on future dates. Such contracts will be subject to only
those conditions set forth in the applicable Prospectus Supplement.
The underwriters, dealers and agents will not be responsible for the
validity of performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
GENERAL INFORMATION
Underwriters, dealers and agents participating in a sale of the
securities may be deemed to be underwriters as defined in the Securities Act,
and any discounts and commissions received by them and any profit realized by
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them on resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act, and to reimburse them for
certain expenses.
Underwriters or agents and their associates may be customers of, engage
in transactions with or perform services for us or our affiliates in the
ordinary course of business.
Unless we indicate differently in a prospectus supplement, we will not
list the securities, other than common stock, on any securities exchange. The
securities will be a new issue of securities with no established trading market.
Any underwriters that purchase securities for public offering and sale may make
a market in such securities, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. We make no
assurance as to the liquidity of or the trading markets for any securities.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report included in the Annual Report on Form
10-K for the year ended December 31, 1999, and are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said report.
LEGAL MATTERS
The validity of the Securities will be passed upon for Southwest by
O'Melveny & Myers LLP, Los Angeles, California.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Registration fee $ 105,600
* Listing fees 15,000
* Printing and engraving expenses 225,000
* Accounting fees and expenses 160,000
* Legal fees and expenses 280,000
* Blue sky fees and expenses 10,000
* Fees and expenses of Transfer Agent, Trustee and Depositary 20,000
* Rating agency fees 290,000
* Miscellaneous 30,000
-----------------
TOTAL $ 1,135,600
=================
---------------
* Estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the General Corporation Law of California provides that a
corporation has the power, and in some cases is required, to indemnify an agent,
including a director or officer, who was or is a party or is threatened to be
made a party to any proceeding, against certain expenses, judgments, fines,
settlements and other amounts under certain circumstances. Article VIII of the
Registrant's Bylaws provides for the indemnification of directors, officers and
agents as allowed by statute. In addition, the Registrant has purchased
directors and officers insurance policies which provide insurance against
certain liabilities for directors and officers of the Company.
ITEM 16. EXHIBITS.
Exhibit No. Description of Exhibit
------------ ----------------------
*1.01 Forms of Underwriting Agreement or Distribution Agreement.
3(i) Restated Articles of Incorporation, as amended.
3(ii) Amended Bylaws of Southwest Gas Corporation.
4.01 Form of Deposit Agreement (included as an exhibit to the
Registrant's Registration Statement No. 33-55621 on Form S-3
and incorporated herein by reference).
4.02 Form of Depositary Receipt (attached as Exhibit A to Deposit
Agreement included as Exhibit 4.01 hereto).
4.03 Indenture relating to the Debt Securities (included as an
exhibit to the Registrant's Form 8-K dated July 26, 1996
and incorporated herein by reference).
4.19 Amended and Restated Rights Agreement between the Company and
Harris Trust Company, as Rights Agent, dated as of
February 9, 1999.
5.01 Opinion of O'Melveny & Myers LLP as to the validity of
Securities issued by the Company.
12.01 Computation of Ratios of Earnings to Fixed Charges and Ratios
of Earnings to Combined Fixed Charges and Preferred Stock
Dividends of the Company.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of O'Melveny & Myers LLP (included in Exhibit 5.01 to
this Registration Statement).
24.01 Power of Attorney (included on page II-3).
25.01 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Bank of New York under the indenture
relating to the Debt Securities.
---------------
* To be filed by amendment or pursuant to a Form 8-K.
II-1
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ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of a Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on December 19, 2000.
SOUTHWEST GAS CORPORATION
By /s/ MICHAEL O. MAFFIE
--------------------------------------------
Michael O. Maffie
President and Chief Executive Officer
SIGNATURES
Each person whose signature appears below authorizes Michael O. Maffie
and George C. Biehl, and each of them, as attorneys-in-fact, to sign any
amendment, including post-effective amendments, to this Registration Statement
on his or her behalf, individually and in each capacity stated below, and to
file any such amendment.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL O. MAFFIE December 19, 2000
----------------------------------------- President and
(Michael O. Maffie) Chief Executive Officer
(Principal Executive Officer)
/s/ GEORGE C. BIEHL December 19, 2000
----------------------------------------- Executive Vice President,
(George C. Biehl) Chief Financial Officer and
Corporate Secretary
(Principal Financial Officer)
/s/ EDWARD A. JANOV December 19, 2000
----------------------------------------- Vice President, Controller and
(Edward A. Janov) Chief Accounting Officer
(Principal Accounting Officer)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GEORGE C. BIEHL December 19, 2000
---------------------------------------- Director, Executive Vice President,
(George C. Biehl) Chief Financial Officer and
Corporate Secretary
/s/ MANUEL J. CORTEZ Director December 19, 2000
----------------------------------------
(Manuel J. Cortez)
/s/ MARK M. FELDMAN Director December 19, 2000
----------------------------------------
(Mark M. Feldman)
/s/DAVID H. GUNNING Director December 19, 2000
----------------------------------------
(David H. Gunning)
/s/ THOMAS Y. HARTLEY December 19, 2000
---------------------------------------- Chairman of the Board
(Thomas Y. Hartley) of Directors
/s/ MICHAEL B. JAGER Director December 19, 2000
----------------------------------------
(Michael B. Jager)
/s/ LEONARD R. JUDD Director December 19, 2000
----------------------------------------
(Leonard R. Judd)
/s/ JAMES J. KROPID Director December 19, 2000
----------------------------------------
(James J. Kropid)
/s/ MICHAEL O. MAFFIE December 19, 2000
---------------------------------------- Director, President and
(Michael O. Maffie) Chief Executive Officer
/s/ CAROLYN M. SPARKS Director December 19, 2000
----------------------------------------
(Carolyn M. Sparks)
/s/ TERRANCE L. WRIGHT Director December 19, 2000
----------------------------------------
(Terrance L. Wright)
</TABLE>
II-4
<PAGE>
<TABLE>
Exhibit Index
<CAPTION>
Exhibit
Number Description
------------------ ---------------------------------------------------------------------------------------------------------
<S> <C>
5.01 Opinion of O'Melveny & Myers LLP as to the validity of Securities issued by the Company.
12.01 Computation of Ratios of Earnings to Fixed Charges and Ratios of Earnings to Combined
Fixed Charges and Preferred Stock Dividends of the Company.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of O'Melveny & Myers LLP (included in Exhibit 5.01 to this Registration Statement).
25.01 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York
under the indenture relating to the Debt Securities.
</TABLE>
II-5
